SALE AND PURCHASE AGREEMENT买卖合同.doc

S【英文名称】Sale and Purchase Agreement【中文名称】买卖合同【合同类型】不动产协议Real Property ALE AND PURCHASE AGREEMENTAAA (Purchaser), The BBB Co., Ltd. (BBB) and CCC, Ltd. (CCC) entered into this Sale and Purchase Agreement as of _,_,_(M,D,Y) (this Agreement) regarding the sale and purchase of real estate etc. under which Purchaser is the purchaser and BBB and CCC are the sellers on _,_,_(M,D,Y) as follows.Article 1.(Definitions) In this Agreement, each term in the following subparagraphs shall have the meaning as defined below.1. Land shall mean the land specified in the Land Schedule attached hereto.2. Building shall mean the building specified in the Building Schedule attached hereto. The Building includes the Equipment/Fixtures I.3. Equipment/Fixtures I shall mean the equipment and fixtures owned by BBB specified in the Equipment/Fixtures Schedule attached hereto.4. Equipment/Fixtures II shall mean the equipment and fixtures owned by CCC specified in the Equipment/Fixtures Schedule attached hereto.5. Property shall mean the Land, the Building and the Equipment/Fixtures II, collectively.6. Exodus shall collectively mean Purchaser, DDD Inc., or their directors, officers, employees, working staffs, agents, contractors, service consignees and other relevant persons.7. The Memorandum of Agreement Regarding Sublease shall mean the Memorandum of Agreement Regarding Sublease dated _,_,_(M,D,Y) entered into among AAA, BBB and CCC.8. The Office Space Sublease Agreement shall mean the office space sublease agreement regarding Nomura Fudosan Shinjuku Building as of _,_,_(M,D,Y) entered into between AAA and CCC.Article 2.(Sale and Purchase between Purchaser and BBB) 1. BBB shall sell to the Purchaser, and the Purchaser shall purchase from BBB, the Land and the Building, in accordance with this Agreement.2. The purchase price in the preceding paragraph shall be _(yen). The details of the purchase price shall be as follows.1. The Land: _(yen)2. The Building: _(yen) and the consumption tax of _(yen)3. The Purchaser and BBB hereby confirm that the consumption tax in the preceding paragraph is calculated on the basis that the consumption tax rate (i.e., the total of the tax rates under the Consumption Tax Law and the Local Consumption Tax Law) effective as of the execution date hereof is 5%, and they agree that the amount of the consumption tax in the preceding paragraph will automatically change as a result of any change in the tax rate applicable to the sale and purchase hereunder after the execution date hereof.4. Should any new tax similar to the consumption tax be imposed on this Agreement due to a change in the tax system after the execution date hereof, the Purchaser shall bear the burden of such tax.Article 3.(Sale and Purchase between Purchaser and CCC) 1. CCC shall sell to the Purchaser, and the Purchaser shall purchase from CCC, the Equipment/Fixtures II, in accordance with this Agreement.2. The purchase price in the preceding paragraph shall be _(yen) (which consists of the Equipment/Fixtures II of _(yen) and the consumption tax of _(yen).3. The Purchaser and CCC hereby confirm that the consumption tax in the preceding paragraph is calculated on the basis that the consumption tax rate (i.e., the total of the tax rates under the Consumption Tax Law and the Local Consumption Tax Law) effective as of the execution date hereof is 5%, and they agree that the amount of the consumption tax in the preceding paragraph will automatically change as a result of any change in the tax rate applicable to the sale and purchase hereunder after the execution date hereof.4. Should any new tax similar to the consumption tax be imposed on this Agreement due to a change in the tax system after the execution date hereof, the Purchaser shall bear the burden of such tax.Article 4.(Payment Date and Payment Method) 1. The Purchaser shall pay BBB _(yen) in total of the purchase price as set forth in Article 2, representing _(yen) plus _(yen) as consumption tax on the taxable portion thereof upon the execution of this Agreement and shall, subject to Paragraph 2 of Article 12, pay BBB the remaining balance of the purchase price no later than _,_,_(M,D,Y), by wire transferring each amount to the bank deposit account designated by BBB (any wire transfer charges shall be borne by the Purchaser). Transfer of ownership of the Land of and the Building shall occur as set forth in Paragraph 1 of Article 13.2. The Purchaser shall pay CCC _(yen) in total of the purchase price as set forth in Article 3 upon the execution of this Agreement and shall, subject to Paragraph 3 of Article 12, pay CCC the remaining balance of the purchase price no later than _,_,_(M,D,Y), by wire transferring each amount to the bank deposit account designated by CCC (any transfer charges shall be borne by the Purchaser). Transfer of ownership of the Equipment/Fixtures II shall occur as set forth in Paragraph 2 of Article 13.3. The remaining balance shall mean an amount calculated after applying by Articles 2.3, 2.4, 3.3 and 3.4.4. With respect to the acceptances of the purchase prices in the preceding two paragraphs, BBB and CCC shall deem the wire transfer receipts issued to the Purchaser by the bank(s) as the receipts and will not issue any receipt to the Purchaser. The Purchaser shall not object to this treatment.5. BBB shall take any measures as specified in Subparagraph 1 of Paragraph 1 of Article 41, referred to by Paragraph 1 of Article 41-2 of the Building Lots and Build